Terms of Service and Technical Support

Last updated: October 15, 2018

These terms of service (“Terms”) cover your non-exclusive access and use of: (i) the hosted Internet of Things solution provided by CloudPlugs for the development, connectivity, storage, processing of data and management of devices (collectively, “Content”); (ii) software provided or made available by CloudPlugs (the “Software”); (iii) the CloudPlugs websites or applications; and, (iv) any written or electronic guides or other documentation provided or made available by CloudPlugs (the “User Guides”) (collectively the “Service(s)”) provided by CloudPlugs Inc (“CloudPlugs”, “we”, “us”, or “our”). By using our Services, you’re agreeing to be bound by these Terms, and to review our Privacy and Acceptable Use Policies.

If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization, and you are representing to CloudPlugs that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.

1. PRIVACY

In order to operate and provide the Services, we collect certain information about you. We use and protect that information as described in our Privacy Statement . You acknowledge your use of the Services is subject to our Privacy Policy and understand that it identifies how CloudPlugs collects, stores, and uses certain information.

2. CHANGES TO THESE TERMS

We reserve the right to modify these Terms from time to time. Any revisions will be dated and will be posted at http://cloudplugs.com (the “Site”). Please review the date of these Terms when you visit our website to see if there are changes. If we make material changes to these Terms, we will notify you via the Services and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account by using the Account Panel in your CloudPlugs account, or by emailing support@cloudplugs.com.

Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

3. YOUR ACCOUNT

To access the Services you must create an account with CloudPlugs (become a “Registered User”), by completing a registration form and designating a valid e-mail address and password. Until you apply for and are approved for a CloudPlugs Free or Business Account, your access to the Service will be limited to the areas of the Service, if any, that CloudPlugs makes available to the general public. When registering with CloudPlugs you must provide and maintain true, accurate and current information about yourself. CloudPlugs may withdraw your account approval at any time in its sole discretion, with or without cause.

Free Accounts are free of charge for a period of 12 months from the date the account is registered. You may sign up for a Business Account prior to the expiration of the free service period. Support for free accounts is provided solely through our user forum.

Only you may use your CloudPlugs account and you are responsible for all activities in your account (please also see our Acceptable Use Policy). You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf. If you suspect misuse of your account or any security breach in the Service, you must contact us immediately. CloudPlugs will not be liable for any loss or damage arising from any unauthorized use of your accounts.

4. EMAIL SELECTED FOR YOUR ACCOUNT

You get to choose what email address you register for an account. Please be aware, however, that if the domain of the email address associated with your account in owned or controlled by an organization, such as your work or school, and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after notification. Following that notice, if you choose not to change the email address associated with your account by contacting us, your account will be controlled by the organization. Please note that the email address associated with a CloudPlugs account can only be modified by CloudPlugs after receiving a written, verifiable notification.

If an organization such as an employer, or school gave you your account, you understand that this organization has rights to your account and may: (a) manage your account, including suspending or canceling your account; (b) reset your password; (c) view your account’s usage and profile data, including how and when your account is used; and (d) manage the Content in your account.

5. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

By registering with CloudPlugs or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding CloudPlugs’ products and services. You may opt-out of receiving electronic mail with promotional information and materials from us by following the “unsubscribe” instructions provided in the message.

Notices emailed to you will be considered given and received when the email is sent. If you don’t consent to receive notices (other than promotional materials) electronically, you must stop using the Services.

6. CONTENT

We call all electronic data, documents, applications and source code that you upload or develop on your account “Content”. All Content uploaded or produced in your account is yours. We do not control, verify or endorse the Content that you or others put on the Services. You are solely responsible for: (a) any and all Content that you produce, transmit and/or store in the Service and (b) making sure that you have all rights you need to the Content.

You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to your Content; (b) you have all rights in your Content necessary to grant the rights contemplated by this Agreement; and (c) none of your Content or End Users’ use of Your Content, or the Services Offerings will violate the Acceptable Use Policy.

You hereby grant CloudPlugs and its contractors the right, to access, store, modify, adapt, reproduce, distribute, display and disclose Content posted on the Service solely to the extent necessary to provide the Service or as otherwise permitted by these Terms.

You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access. CloudPlugs will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.

You must immediately notify CloudPlugs in writing of any unauthorized use of any (a) Content (b) any Account or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide CloudPlugs with such cooperation and assistance related to any such unauthorized use as CloudPlugs may reasonably request.

7. CONTENT STORAGE

The Service is provided from the United States. By using and accessing the Service, you understand and consent to the storage and processing of the Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that CloudPlugs reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least 30 days notice of any such changes in the processing location.

8. SUSPENSION AND TERMINATION OF CUSTOMER’S USE OF THE SERVICE

We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.

Upon termination you may request access to your Content, which we will make available provided your account is not delinquent and any required data traffic charges are paid in full, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy. You must make such request with thirty (30) days following termination. Otherwise, any Content you have stored with the Service may not be retrievable, and we will have no obligation to maintain any data stored in your account.

In addition to other termination provisions, if your account it not currently subject to a paid subscription plan with us, we at our discretion may terminate your account if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a Registered User, or (b) you do not engage in any activity in your account for any period of ninety (90) consecutive days. In the event of such termination, any Content you may have stored will be lost.

CloudPlugs reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop the Service altogether.

11. THIRD PARTY SERVICES

CloudPlugs may make available to you optional third-party applications, services or products for use in connection with the Service (“Third-party Products”), but we do not warrant or endorse and do not assume and will not have any liability or responsibility to any person for any Third-Party Products. All transactions using CloudPlugs’ services are between the transacting parties only. CloudPlugs makes no warranty or guarantee about the availability, accuracy, completeness, reliability, or timeliness of any such Third-Party Product. Use of such Third-Party Product may require a subscription with the applicable third-party and other requirements imposed by the applicable third party. You are solely responsible for your dealings with any third party related to the Service, including the delivery of and payment for goods and services, as well as for any losses as a result of problems with any of your other service providers or any Third-Party Products.

12. SOFTWARE

If you receive Software from us and you install it, its use is governed in one of two ways: If you are presented with a license agreement that you must accept in order to use the Software, those terms apply; if no license is presented to you, the End User License Agreement part of these Terms applies. We reserve all other rights to the Software.

We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.

Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.

The Software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or Service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm). You represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

13. CLOUDPLUGS PROPRIETARY RIGHTS

Except as expressly set forth herein, CloudPlugs or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by CloudPlugs. In the event that you provide comments, suggestions and recommendations to CloudPlugs with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback”), we will own all right, title, and interest in and to the Feedback, even if you have designated the Feedback as confidential. You hereby irrevocably assign to us all right, title, and interest in and to the Feedback.

14. PRIVACY

We respect your privacy and are committed to protect the personal information that you share with us. Generally, you can browse through our website without giving us any information about yourself. In order to operate and provide the Service, we collect certain information about you. We use and protect that information as described in the privacy policy located at http://cloudplugs.com/privacy (“Privacy Statement”).

We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these Terms. The technology or other means we use may hinder or break your use of the Service.

15. NO WARRANTY

THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CLOUDPLUGS NOR ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, AND ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. IN THE EVENT THAT A FOREGOING EXCLUSION IS NOT ALLOWED BY A PARTICULAR JURISDICTION, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

16. INDEMNIFICATION

To the extent permitted by law, you will defend CloudPlugs against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of CloudPlugs’s actions); or, (b) violates applicable law or these Terms. CloudPlugs will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

17. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CLOUDPLUGS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF CLOUDPLUGS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CLOUDPLUGS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) ONE (1) TIME THE MOST RECENTLY MONTHLY OR YERALY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

18. DISPUTE RESOLUTION AND GOVERNING LAW

You agree that all matters relating to your access to, or use of the CloudPlugs Service(s) shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the United States without regard to the conflict of laws or provisions therein that would require application of the laws of another jurisdiction. We both agree that United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to these Terms. In the event of any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, the parties shall first seek to resolve the dispute in good faith through informal discussions. In the event any dispute, controversy or claim cannot be resolved informally, the parties agree that any dispute shall be settled by binding arbitration to be held before a single arbitrator in Fairfax, Virginia under the rules in effect of the American Arbitration Association, and judgment upon the award may be entered in any court with competent jurisdiction.

19. NOTICES

We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to legal@CloudPlugs.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: CloudPlugs, Attn: Legal Department, 407 River Bend Road, Great Falls, VA 22066. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

20. PAYMENTS AND REFUNDS

The fees applicable for the Business Account Service (“Fees”) are available on the Site and/or in CloudPlugs’s then-current published price list. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You’re responsible for any taxes and for all other charges (for example, data charges and currency exchange settlements). You will pay the Fees in the currency CloudPlugs quoted for your account. CloudPlugs reserves the right to change the quoted currency at any time.

In addition to any Fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

You must be authorized to use the payment method that you enter when you create a Business Account. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service that you choose to use while these Terms are in force. Business Accounts are billed on a yearly recurring basis for subscription Services. We may bill you in advance for the minimum service order amount indicated in the price list, or simultaneously for more than one of your prior billing periods. Once we have informed you that the Service will be provided indefinitely or automatically renewed, we may automatically renew your Service and charge you for any renewal term.

You must keep all information in your billing account current. You can access and modify your billing account information using the Account Panel. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

We’ll notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service. If there’s a specific length and price for your Service offer, that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the new price. If your Service is on a period basis (for example, monthly) with no specific length, we’ll notify you of any price change at least 30 days in advance. If you don’t agree to these changes, you must cancel and stop using the Service via a phone call to 1-571-346-7655 (with cancellation confirmation from a CloudPlugs representative) no later than fourteen (14) days prior to the conclusion of your current payment term, whether monthly, yearly, or otherwise. If you cancel, your Service ends at the end of your current Service period or, if we bill your account on a period basis, at the end of the period in which you canceled. If you fail to cancel as required, we will automatically renew the Service for the same term and will charge your payment information on file with us commencing on the first day of the renewal term.

Payments for Business Accounts registered to pay via credit card, are due the date the invoice is posted on your account. If payment is not received by CloudPlugs on the due date, user’s account will be frozen, inaccessible, and all communication with your Things will be turned off until all outstanding payments have been processed by CloudPlugs. Users retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of 45 days, user’s account will be deactivated and all prototypes, templates, controllers, Things and data will no longer be retrievable.

Except as specifically set forth in this section, all Services user is billed for are non-refundable including the minimum service order amount indicated in the price list. This means that if you are a Business Account user you will not be issued a refund for your most recent (or any previous) billing.

All cancellations are processed automatically. To cancel or downgrade, please log into the administrative screen for your account and click the link that says “Click here to cancel your account” and follow the instructions. Cancellations inside a billing period require payment for all Services provided through the cancellation date, and charges will continue to accrue until the account is settled in full.

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.

21. MISCELLANEOUS

21.1. Severability; Entire Agreement
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.

21.2. Assignment and transfer
We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.

21.3. Independent Contractors; No third-party beneficiaries
CloudPlugs and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

21.4. Waiver
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

21.5. Government Terms
If you are a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), you acknowledge that any Software and User Guides that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

22. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

CloudPlugs respects the intellectual property rights of others and expects its users to do the same. We will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. For details on how to send us such notices, visit our DMCA Policy page at https://cloudplugs.com/terms-of-service. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers.

CloudPlugs and the CloudPlugs logo are including without limitation, either trademarks, service marks or registered trademarks of CloudPlugs, Inc., and may not be copied, imitated, or used, in whole or in part, without CloudPlugs’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

CloudPlugs may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

CloudPlugs DMCA Policy

CloudPlugs Inc. (“CloudPlugs”) respects the intellectual property of third parties and expects its users to do the same. CloudPlugs will respond expeditiously to claims of copyright infringement committed using the CloudPlugs service or the CloudPlugs website (the “Site”), in accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf. If you are a copyright owner or an agent thereof, please report the alleged copyright infringement taking place on or through the Site by completing a DMCA notice of alleged infringement (“DMCA Notice”), and delivering it to CloudPlugs’ Designated Copyright Agent. Upon receipt of the DMCA Notice, CloudPlugs will take whatever action it deems appropriate, in its sole discretion, including removal of the content at issue from the Site.

Federal law requires your DMCA Notice to include the following information:

Identification of the copyrighted work that you claim has been infringed;
Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;

Your address, telephone number, and e-mail address;

A statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in your notice is accurate, and (c) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and

Your physical or electronic signature.

Deliver the Notice, with all items completed, to CloudPlugs’ Designated Copyright Agent:

Copyright Agent
CloudPlugs Inc.

1818 Library Street, Suite 500

Reston, VA 20190

copyright@cloudplugs.com

CloudPlugs Acceptable Use Policy

Last Updated: May 5, 2014

The CloudPlugs Service as defined in our Terms of Service Agreement, is offered to help you manage your or your company’s Things and we trust you to use it responsibly. You must not use the Service to harm, threaten, or harass another person, organization, or CloudPlugs and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by CloudPlugs) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:

(b) reverse engineer, disassemble or decompile the software used to provide or access the Service, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;

(c) use the Service in any manner or for any purpose other than as expressly permitted by the Terms, the Privacy Policy, any User Guides or any other policy, instruction or terms applicable to the Service that are available on the Service (“Policies“);

(d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;

(e) remove, obscure or alter any proprietary rights notice pertaining to the Service;

(f) access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;

(g) use the Service in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, or other situations in which the failure of the Service could lead to death, personal injury, or physical property or environmental damage;

(h) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through CloudPlugs unless your account is subject to a business subscription; (iv) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;

(i) interfere with or disrupt servers or networks used by CloudPlugs to provide the Service or used by other users’ to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Service;

(j) access or attempt to access CloudPlugs’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;

(k) cause, in CloudPlugs’s sole discretion, inordinate burden on the Service or CloudPlugs’s system resources or capacity; or

(l) share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service.

CloudPlugs reserves the right, in its sole discretion, to deactivate, change and/or require you to change your CloudPlugs user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services for any reason or for no reason. CloudPlugs may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.

This End User License Agreement applies to all installable software property of CloudPlugs Inc. such as the Edge One™ platform and its modules, the SmartPlug™ IoT agent, the connectivity libraries, and the Control Designer which can be operated in Offline mode.

IMPORTANT – PLEASE READ CAREFULLY THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”). BY DOWNLOADING OR RECEIVING BY ANY MEANS AND INSTALLING THE SOFTWARE, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR ON BEHALF OF YOUR COMPANY (YOU OR ANY SUCH COMPANY, THE “CUSTOMER”), AND TO BIND THE CUSTOMER TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT DOWNLOAD AND SHOULD NOT INSTALL THE LICENSED SOFTWARE. YOU AGREE TO “SIGN” THIS AGREEMENT ELECTRONICALLY BY ACCEPTING THESE TERMS AND PROCEEDING WITH THE INSTALLATION OF THE SOFTWARE.

AGREEMENT. This Agreement is a legal agreement between Customer and CloudPlugs Inc. (“CloudPlugs”) for the accompanying software product, which includes computer software and may include associated, media, printed materials and “online” or electronic documentation (the “Licensed Software”). By installing the Licensed Software you agree to be bound by the terms of this Agreement. If you do not agree to the terms and conditions of this Agreement or do not have the authority warranted above, do not install or use the Licensed Software.

LICENSE. Subject to the terms and conditions of this Agreement and the payment of all applicable fees as described on the CloudPlugs Sales Quote, the CloudPlugs Invoice and at http://cloudplugs.com/pricing, CloudPlugs grants to Customer a nontransferable, nonexclusive, revocable, worldwide license (without the right to sublicense) to permit those individuals authorized by Customer (“Users”) to install, use, execute and display the Licensed Software, in executable object code format only, solely for Customer’s own personal or internal business operations during the Service Period. The “Service Period” shall begin on the date of Customer’s initial installation of a copy of the Licensed Software, and shall last for the applicable period listed in the applicable transaction documentation from CloudPlugs or from the authorized distributor or reseller from which Customer obtained the Licensed Software, unless earlier terminated pursuant to this Agreement. The Licensed Software may automatically deactivate and become non-operational at the end of the Service Period, and Customer will not be entitled to receive any feature or content updates to the Licensed Software unless the Service Period is renewed. Subscriptions for renewals of the Service Period will be available in accordance with CloudPlugs’ support policy posted at http://cloudplugs.com/privacy-and-terms. This Agreement governs any releases, revisions, updates or enhancements to the Licensed Software that CloudPlugs may make available to Customer. Subject to CloudPlugs’ right to terminate for Customer’s breach pursuant to Section 13, Customer’s rights and obligations under this License Agreement with respect to the use of this Licensed Software are as follows, Customer may:

Use one copy of the Licensed Software on a single device, computer or virtual machine, unless otherwise permitted by CloudPlugs in writing (including in the applicable documentation); B. Make one copy of the Licensed Software for back-up or archival purposes, or copy the Licensed Software onto the hard disk of Customer’s computer and retain the original for back-up or archival purposes; and C. Use the Licensed Software on a network, provided that Customer has a licensed copy of the Licensed Software for each device, computer or virtual machine that can access the Licensed Software over that network.

SUPPORT. Upon payment of the applicable fees, during the Service Period, CloudPlugs will provide maintenance and support services to Customer pursuant to its then-current support policies, a current version of which is available at http://cloudplugs.com/privacy-and-terms (“Technical Support Policy”). Notwithstanding the foregoing, if Customer is using the free version of the Licensed Software, the only support available is through the support forum located at http://cloudplugs.com/forum/software. Support consists of Software Updates, Product Support and/or other annual technical support services you may have ordered. If ordered, annual technical support (including first year and all subsequent years) is provided under CloudPlug’s technical support policies in effect at the time the services are provided. The technical support policies, are subject to change at CloudPlugs’ discretion; however, CloudPlugs will not materially reduce the level of services provided for supported programs during the period for which fees for technical support have been paid. You should review the policies prior to entering into the ordering document for the applicable services. Technical support is effective upon the effective date of the ordering document. Software Updates or Product Support acquired with your order for licenses may be renewed annually and, if you renew the Software Updates or Product Support for the same number of licenses for the same programs, for the first and second renewal years the fee for Software Updates or Product Support will not increase by more than 4% over the prior year’s fees. If your license order is fulfilled by a member of CloudPlug’s partner program, the fee for Software Updates or Product Support for the first renewal year will be the price quoted to you by your partner; the fee for Software Updates or Product Support for the second renewal year will not increase by more than 4% over the prior year’s fees. If you decide to purchase technical support for any license within a license set, you are required to purchase technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license set only if you agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination. CloudPlug’s license set definition is available in the current technical support policies. If you decide not to purchase technical support, you may not update any unsupported on-premise program licenses with new versions of the program. CloudPlugs reserves the right to desupport its programs or particular versions of its programs. You will be notified in advance when CloudPlugs determines that a program is to be desupported. Such desupport notices, contain desupport dates and information about migration paths for certain features. The desupport notices are subject to change; CloudPlugs will provide updated desupport notices on CloudPlug’s then current customer support web site as necessary.

RESTRICTIONS. The rights granted to Customer in this Agreement are subject to the following restrictions: (a) Customer shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, or otherwise commercially exploit the Licensed Software or make the Licensed Software available to any third party other than an authorized User; (b) Customer shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Licensed Software; (c) Customer shall not access the Licensed Software in order to build a similar or competitive product or service; (d) no part of the Licensed Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (e) any future release, update, or other addition to functionality of the Licensed Software shall be subject to the terms of this Agreement, unless CloudPlugs expressly states otherwise. Except as expressly set forth in this Agreement, neither CloudPlugs nor any of its suppliers is obligated to provide any services, updates or upgrades to the Licensed Software. Customer shall preserve all copyright and other proprietary rights notices in the Licensed Software and all copies thereof.

THIRD PARTY SERVICES. The Licensed Software enables Customer to access and utilize third party services and web sites, but CloudPlugs does not warrant or endorse and does not assume and will not have any liability or responsibility to Customer or any other person for any third-party services, materials or web sites. CloudPlugs makes no warranty or guarantee about the availability, accuracy, completeness, reliability, or timeliness of any such third party service. Use of such third-party service may require a subscription with the applicable third-party and other requirements imposed by the applicable third party. Without limiting the foregoing, Customer agrees to use the Licensed Software in conformance with all agreements Customer has executed with third parties whose services can be accessed through the Licensed Software.

THIRD PARTY SOFTWARE. The Licensed Software may include software under license from third parties (“Third Party Software” and “Third Party License”). Any Third Party Software is licensed to Customer subject to the terms and conditions of the corresponding Third Party License. Generally, the LICENSE text file that accompanies the Licensed Software may contain certain third-party notices that Company is required to provide to Customer in conjunction with the Licensed Software Customer hereby agrees to comply with the terms and conditions of such Third Part License agreements.

CONSENT TO USE OF DATA. CloudPlugs and its affiliates may collect and use technical information Customer provides in relation to (i) Customer’s use of the Licensed Software or (ii) the provision of support services related to the Licensed Software. All such information will be subject to CloudPlugs’ privacy policy posted at http://cloudplugs.com/privacy-and-terms.

OWNERSHIP. All right, title, and interest, including all intellectual property rights, in and to the Licensed Software (including any and all copies thereof) shall be owned and retained by CloudPlugs or its suppliers. Any rights not expressly granted by CloudPlugs in the Agreement are reserved. Customer acknowledges that it acquires no ownership interest in the Licensed Software.

DISCLAIMER OF WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED TO CUSTOMER ON AN “AS-IS” BASIS. CLOUDPLUGS PROVIDES NO WARRANTIES OR REMEDIES FOR THE LICENSED SOFTWARE. CLOUDPLUGS AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CloudPlugs does not warrant that use of the Licensed Software will be uninterrupted, or error-free, that defects will be corrected, or that the Licensed Software is free of viruses or other harmful components. If applicable law requires any warranties with respect to the licensed software, all such warranties are limited in duration to ninety (90) days from the date of INSTALLATION.

LIMITATION OF REMEDIES AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CLOUDPLUGS NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDPLUGS’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE GREATER OF FIVE DOLLARS ($5.00) OR THE AMOUNT PAID BY CUSTOMER FOR THE LICENSED SOFTWARE THAT CAUSED SUCH DAMAGE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.

APPLICATION OF LIMITATIONS AND DISCLAIMERS TO CONSUMERS. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business. The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to Customer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where Customer is located.

BASIS OF BARGAIN. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between CloudPlugs and Customer. CloudPlugs would not be able to provide the Licensed Software on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of CloudPlugs’s suppliers.

TERM AND TERMINATION. This Agreement and the licenses granted hereunder are effective on the date Customer downloads the Licensed Software and shall continue for the Service Period unless and until this Agreement is terminated by either party pursuant to this section. CloudPlugs may terminate this Agreement immediately upon notice to Customer in the event that Customer materially breaches any of the terms hereof. Customer may terminate this Agreement at any time, with or without cause. Customer may terminate this Agreement by sending either an email to info@CloudPlugs.com with Customer’s name and the subject “TERMINATION OF LICENSE” or a letter by United States mail to: 1818 Library Street, Suite 500, Reston, VA 20190 or to such other address as CloudPlugs may specify in writing by posting the new address on the CloudPlugs website. Upon termination, the license granted hereunder shall terminate and Customer shall immediately destroy any copies of the Licensed Software in its possession, but the terms of this Agreement which are intended to survive termination will remain in effect.

CONTENT PRESERVATION, RETRIEVAL OR TRANSFER. In the event of a temporary suspension of Customer’s access to the Licensed Software, applicable fees will continue to accrue. Upon termination of this Agreement by CloudPlugs, for reasons other than cause, or at your direction, you may request access to your Content, which we will make available for an additional fee if you have not already downloaded it from the Service. You must make such request with fifteen (15) days following termination. Otherwise, any Content you have stored with the Service may not be retrievable, and we will have no obligation to maintain any data stored in your account.

MODIFICATIONS. CloudPlugs reserves the right to change the terms and conditions of this Agreement or its policies relating to the Licensed Software at any time. We will notify Customer of any material changes to this Agreement by sending Customer an e-mail to the last e-mail address Customer provided to us or by prominently posting notice of the changes on our website. Any material changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to Customer or thirty (30) calendar days following our posting of notice of the changes on our website. These changes will be effective immediately for new users of our Licensed Software. Please note that at all times Customer is responsible for providing us with Customer’s most current e-mail address. In the event that the last e-mail address that Customer has provided us is not valid, or for any reason is not capable of delivering to Customer the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. If Customer does not agree with the changes to this Agreement, Customer must notify us prior to the effective date of the changes that Customer wishes to terminate Customer’s license to the Licensed Software. Continued use of the Licensed Software, following notice of such changes, shall indicate Customer’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

EXPORT. The Licensed Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries (collectively the “Export Laws”). Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from CloudPlugs, or any products utilizing such data, in violation of the United States export laws or regulations. In addition, Customer represents and warrants that Customer is not located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Libya, Cuba and North Korea) and that Customer is not otherwise prohibited under the Export Laws from receiving the Licensed Software. Customer will indemnify and hold CloudPlugs harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Customer of its obligations under this section. Customer’s obligations under this section shall survive the expiration or termination of this Agreement.

NON-SOLICITATION. During the Term and for 12 months after any termination of this Agreement, Customer will not directly or indirectly, on Customer’s own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave CloudPlugs.

MISCELLANEOUS. Neither the rights nor the obligations arising under this Agreement are assignable by Customer, and any such attempted assignment or transfer shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the United States without regard to the conflict of laws provisions therein that would require application of the laws of another jurisdiction. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in Fairfax County, Virginia, and each party hereby submits to the personal jurisdiction of such courts, except that CloudPlugs may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to Customer may be provided by email. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise expressly provided in this Agreement, any modifications of this Agreement must be in writing and agreed to by both parties.

QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to info@CloudPlugs.com.

Unless otherwise stated, these Service and Software Support Policies apply to technical support for the CloudPlugs Public Cloud Service and for all CloudPlugs software product lines for Business Accounts and for CloudPlugs On-premise Service and Software product lines.

“You” and “your” refers to the individual or entity that has ordered technical support from CloudPlugs or a CloudPlugs- authorized distributor.

To receive technical support as provided by CloudPlugs Support Services (“CPSS”) as described in these CloudPlugs Service and Software Support Policies, all programs must be properly licensed.

Technical support is provided for issues (including problems you create) that are demonstrable in the currently supported release(s) of a CloudPlugs licensed program, running unaltered, and on a certified hardware, database and operating system configuration, as specified in your order or program documentation.

Except as otherwise specified in this section, product release and supported platforms information for all CloudPlugs programs, is available through the CloudPlugs’ Knowledge Base accessible by all CloudPlugs registered users.

These Service and Software Technical Support Policies are subject to change at CloudPlugs’s discretion; however CloudPlugs policy changes will not result in a material reduction in the level of the services provided for supported programs during the support period (defined below) for which fees for technical support have been paid.

2. SUPPORT TERMS

2.1 Technical Support Fees

Technical support fees are due and payable annually in advance of a support period, unless otherwise stated in the relevant order or payment plan with CloudPlugs or a CloudPlugs affiliate (“payment plan”). Your payment or commitment to pay is required to process your technical support order with CloudPlugs (e.g., purchase order, actual payment, or other approved method of payment). An invoice will be issued only upon receipt of your commitment to pay, and will be sent to a single billing address that you designate. Failure to submit payment will result in the termination of technical support services. Technical support will be provided pursuant to the terms of the order under which it is acquired; however, technical support fees due under a payment plan are due and payable in accordance with the terms and conditions of such payment plan.

2.2 Support Period

Technical support is effective upon the effective date of your order unless stated otherwise in your order.

Unless otherwise stated in the order, CloudPlugs technical support terms, including pricing, reflect a 12 month support period (the “support period”). Once placed, your order for technical support services is non-cancelable and the sums paid non-refundable, except as provided in the relevant order. CloudPlugs is not obligated to provide technical support beyond the end of the support period.

2.3 License Set

A license set consists of all of your licenses of a program, including any options* (e.g., Salesforce Connector, Bidgely Connector, Modbus Gateway; Purchasing and Purchasing Options) licensed for such programs. Development and demonstration licenses available through the CloudPlugs Partner Network or the CloudPlugs Technology Network are not included in the definition of a license set.

If you are a CloudPlugs partner and provide first line support to an end user, a license set consists of all of the end user’s licenses of the program(s) embedded or included in the Application Package pursuant to the Reseller Agreement, Systems Integrator Agreement, or other distribution agreement between you and CloudPlugs.

2.4 Matching Service Levels

When acquiring technical support, all licenses in any given license set must be supported under the same technical support service level. If you add Extended Support, you still must maintain Software Update License & Support for the entire license set; subject to availability, you must acquire Extended Support for all licenses of a particular version release of a program if you acquire Extended Support for any license in such version release. You may not support a subset of licenses within a license set; the license set must be reduced by terminating any unsupported licenses. You will be required to document license terminations via a termination letter.

2.5 Reinstatement of CloudPlugs Technical Support

If technical support lapses or was not originally purchased with a program license, a reinstatement fee will be assessed. The reinstatement fee is computed as follows: a) if technical support lapsed, then the reinstatement fee is 150% of the last annual technical support fee you paid for the relevant program; b) if you never acquired technical support for the relevant programs, then the reinstatement fee is 150% of the net technical support fee that would have been charged if support had been ordered originally for the relevant program per CloudPlugs’s Support pricing policies in effect at the time of reinstatement. The reinstatement fee in (a) shall be prorated from the date technical support is ordered back to the date technical support lapsed. The reinstatement fee in (b) shall be prorated back to the original program license order date.

In addition to the reinstatement fee described above, you must pay the technical support fee for the support period. This technical support fee is computed as follows: (i) if technical support lapsed, then the technical support fee for a twelve month support period shall be the last annual technical support fee you paid for the relevant program; (ii) if you never acquired technical support for the relevant program, then the annual technical support fee shall be the fee that would have been charged if support had been ordered originally for the relevant program per CloudPlugs’s Support pricing policies in effect at the time of reinstatement. Renewal adjustments may be applied to the annual support fee described in (i) and (ii) above.

If you previously acquired technical support from a CloudPlugs-authorized distributor and are now acquiring technical support directly from CloudPlugs, an uplift may be added to the reinstatement fee and your technical support fee. If support is not reinstated for the entire license set or if support for a subset of licenses from an order is reinstated, then the “License Set”, “Matching Service Levels”, and “Pricing following Reduction of Licenses or Support Level” policies will apply.

2.6 Pricing following Reduction of Licenses or Support Level

Pricing for support is based upon the level of support and the volume of licenses for which support is ordered. In the event that a subset of licenses on a single order is terminated or if the level of support is reduced, support for the remaining licenses on that license order will be priced at CloudPlugs’s list price for support in effect at the time of termination or reduction minus any applicable standard discount. Such support price will not exceed the previous support fees paid for both the remaining licenses and the licenses being terminated or unsupported, and will not be reduced below the previous support fees paid for the licenses continuing to be supported. If the license order from which licenses are being terminated established a price hold for additional licenses, support for all of the licenses ordered pursuant to the price hold will be priced at CloudPlugs’s list price for support in effect at the time of reduction minus the applicable standard discount.

2.7 Custom Application Bundles

Technical support may not be discontinued for a single program module within a custom application bundle.

2.8 Unsupported Programs

Customers with unsupported programs are not entitled to download, receive, or apply updates, maintenance releases, patches, telephone assistance, or any other technical support services for unsupported programs. CD packs or programs purchased or downloaded for trial use, use with other supported programs, or purchased or downloaded as replacement media may not be used to update any unsupported programs.

2.9 Technical Contacts

Your technical contacts are the sole liaisons between you and CPSS for technical support services. Your technical contacts must have, at a minimum, initial basic product training and, as needed, supplemental training appropriate for specific role or implementation phase, specialized product usage, and/or migration. Your technical contacts must be knowledgeable about the CloudPlugs supported programs and your CloudPlugs environment in order to help resolve system issues and to assist CloudPlugs in analyzing and resolving service requests. When submitting a service request, your technical contact must have a baseline understanding of the problem you are encountering and an ability to reproduce the problem in order to assist CloudPlugs in diagnosing and triaging the problem. To avoid interruptions in support services, you must notify CPSS whenever technical contact responsibilities are transferred to another individual.

You may designate one (1) primary and four (4) backup individuals (“technical contact”) per license set, to serve as liaisons with CPSS. With each USD$250,000 in net support fees per license set, you have the option to designate an additional two (2) primary and four (4) backup technical contacts. Your primary technical contact shall be responsible for (i) overseeing your service request activity, and (ii) developing and deploying troubleshooting processes within your organization. The backup technical contacts shall be responsible for resolving user issues. You may be charged a fee to designate additional technical contacts.

CloudPlugs may review service requests logged by your technical contacts, and may recommend specific training to help avoid service requests that would be prevented by such training.

2.10 Program Updates

Update means a subsequent release of the program which CloudPlugs generally makes available for program licenses to its supported customers at no additional license fee, other than shipping charges if applicable, provided you have ordered a technical support offering that includes software updates for such licenses for the relevant time period. Updates do not include any release, option or future program that CloudPlugs licenses separately. Updates are provided when available (as determined by CloudPlugs) and may not include all versions previously available for a program acquired by CloudPlugs. CloudPlugs is under no obligation to develop any future programs or functionality. Any updates made available will be delivered to you, or made available to you for download. If delivered, you will receive one update copy for each supported operating system for which your program licenses were ordered.

Business Accounts and Free Accounts using the CloudPlugs Public Cloud Service receive the CloudPlugs platform updates automatically and may be requested to reload the platform to enable the update. Business Accounts and Free Accounts shall be responsible for downloading and installing updates for Software products.

On-premise Business Accounts shall be responsible for copying, downloading and installing the CloudPlugs Platform and Software updates.

2.11 Right to Desupport

It may become necessary as a part of CloudPlugs’s product lifecycle to desupport certain program releases and, therefore, CloudPlugs reserves that right. Desupport information is subject to change.

2.12 CloudPlugs Partner First and Second Line Support

If you are a CloudPlugs Reseller, Systems Integrator or Technology Partner commercializing CloudPlugs products and services, you are required to establish and maintain the organization and processes to provide “First Line Support” for the supported programs directly to your users. First Line Support shall include but not be limited to (i) a direct response to users with respect to inquiries concerning the performance, functionality or operation of the supported programs, (ii) a direct response to users with respect to problems or issues with the supported programs, (iii) a diagnosis of problems or issues of the supported programs, and (iv) a resolution of problems or issues of the supported programs.

If after reasonable commercial efforts you are unable to diagnose or resolve problems or issues for the supported programs, you may contact CloudPlugs for “Second Line Support”. You shall use commercially reasonable efforts to provide CloudPlugs with the necessary access (e.g., access to repository files, log files, or database extracts) required to provide Second Line Support.

Second Line Support shall consist of (i) a diagnosis of problems or issues of the supported programs and (ii) reasonable commercial efforts to resolve reported and verifiable errors in supported programs so that such supported programs perform in all material respects as described in the associated documentation.

CloudPlugs may review service requests logged by your technical contacts, and may recommend specific organization and process changes to assist you with the above recommended standard practices.

2.13 Third Party Vendor-Specific Support Terms

You must remain on a supported environment – including applications and platforms – to receive technical support. If a vendor retires support for its product, you may be required to upgrade to a current certified and supported product, application, hardware platform, framework, database, and/or operating system configuration to continue receiving technical support services from CloudPlugs.

2.14 Technical Support for Development, Demonstration and End User Licenses

Technical support for Development and/or Demonstration licenses is provided through your membership in the CloudPlugs PartnerNetwork. Before you may provide technical support for a program you have licensed to an end user you must, in addition to the technical support you may receive for Development and/or Demonstration licenses, acquire technical support for such program from CloudPlugs and continuously maintain it for as long as you provide support to the end user.

3. CLOUDPLUGS TECHNICAL SUPPORT LEVELS.

3.1 Gold Technical Support

Gold Technical Support is included with Premier Business Subscription Licenses and it is available for a fee for On-premise licenses. It consists of:

Program updates, fixes, security alerts and critical patch updates.

Upgrade scripts (availability may vary by program).

Major product and technology releases, if and when made available at CloudPlugs’ discretion, which may include general maintenance releases, selected functionality releases and documentation updates.

Assistance with service requests Monday through Friday 8:30am to 5:30pm Eastern Standard Time (EST) and 9:00am to 6:00pm Central European Time (CET). Access to the customer support systems specified in the Web-Based Customer Support Systems section below (24 x 7 web-based customer support systems), including the ability to log service requests online, unless stated.

Non-technical customer service during normal business.

For CloudPlugs Gold Technical Support, reasonable efforts will be made to respond to service requests per the Response Times set forth in the guidelines below; however, CloudPlugs’ failure to adhere to the times stated will not constitute a breach by CloudPlugs. The guidelines are for informational purposes only and subject to change at CloudPlugs’ discretion.

Severity Level

Response Time

Remote Restoration Time

Resolution Time

Severity 1

4 hours

12 hours

30 calendar days

Severity 2

8 hours

48 hours

30 calendar days

Severity 3

N/A

N/A

120 calendar days

For purposes of the above table, the following definitions apply:

Response Time – The elapsed time beginning when you create a service request until CloudPlugs first responds to you.

Remote Restoration Time – The elapsed time beginning when CloudPlugs achieves remote access to the applicable program and when CloudPlugs notifies you that a solution has been offered. The Remote Restoration Time frames do not apply if program code changes are required.

Resolution Time – The elapsed time beginning when you create a service request to when your issue is resolved.

3.2 Platinum Technical Support

CloudPlugs Platinum Technical Support is available for the following program categories:

Subscription Service Licenses.

On-premise CloudPlugs Platform Software Licenses

CloudPlugs Platinum Support consists of:

Program updates, fixes, and security alerts

Upgrade scripts (availability may vary by program)

Certification with most new third-party products/versions (availability may vary by program)

Major product and technology releases, if and when made available at CloudPlugs’ discretion, which may include general maintenance releases, selected functionality releases, and documentation updates

Remote installation of CloudPlugs Platform programs

Assistance with service requests 24 hours per day, 7 days a week

Access to the CloudPlugs Knowledge Base (24 x 7 web-based knowledge base), including the ability to log service requests online

Non-technical customer service during normal business hours

For CloudPlugs Technical Platinum Support only, reasonable efforts will be made to respond to service requests per the Response Times set forth in the guidelines below; however, CloudPlugs’ failure to adhere to the times stated will not constitute a breach by CloudPlugs. The guidelines are for informational purposes only and subject to change at CloudPlugs’ discretion.

Severity Level

Response Time

Remote Restoration Time

Resolution Time

Severity 1

2 hours

8 hours

21 calendar days

Severity 2

4 hours

36 hours

21 calendar days

Severity 3

N/A

N/A

90 calendar days

For purposes of the above table, the following definitions apply:

Response Time – The elapsed time beginning when you create a service request until CloudPlugs first responds to you.

Remote Restoration Time – The elapsed time beginning when CloudPlugs achieves remote access to the applicable program and when CloudPlugs notifies you that a solution has been offered. The Remote Restoration Time frames do not apply if program code changes are required.

Resolution Time – The elapsed time beginning when you create a service request to when your issue is resolved.

4. SEVERITY DEFINITIONS

Service requests for supported CloudPlugs programs may be submitted by you online through CloudPlugs’ web-based customer support systems or by telephone. The service request severity level is selected by you and CloudPlugs and should be based on the severity definitions specified below.

Severity 1

Your production use of the supported programs is stopped or so severely impacted that you cannot reasonably continue work. You experience a complete loss of service. The operation is mission critical to the business and the situation is an emergency. A Severity 1 service request has one or more of the following characteristics:

Data corrupted.

A critical documented function is not available.

Service or system hangs indefinitely, causing unacceptable or indefinite delays for resources or response.

Service or system crashes, and crashes repeatedly after restart attempts.

Reasonable efforts will be made to respond to Severity 1 service requests within one (1) hour.

Except as otherwise specified, CloudPlugs provides support based on the Technical Support level contracted for Severity 1 service requests for supported programs (CPSS will work 24×7 until the issue is resolved) when you remain actively engaged with CPSS working toward resolution of your Severity 1 service request. You must provide CPSS with a contact during this 24×7 period, either on site or by phone, to assist with data gathering, testing, and applying fixes. You are requested to propose this severity classification with great care, so that valid Severity 1 situations obtain the necessary resource allocation from CloudPlugs.

Severity 2

You experience a severe loss of service. Important features are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion.

Severity 3

You experience a minor loss of service. The impact is an inconvenience, which may require a workaround to restore functionality.

Severity 4

You request information, an enhancement, or documentation clarification regarding your software but there is no impact on the operation of the software. You experience no loss of service. The result does not impede the operation of a system.

5. CHANGE TO SERVICE REQUEST SEVERITY LEVEL

5.1 Initial Severity Level

At the time CloudPlugs accepts a service request, CloudPlugs will record an initial severity level of the service request based on the above severity definitions. CloudPlugs’ initial focus, upon acceptance of a service request, will be to resolve the issues underlying the service request. The severity level of a service request may be adjusted as described below.

5.2 Downgrade of Service Request Levels

If, during the service request process, the issue no longer warrants the severity level currently assigned based on its current impact on the production operation of the applicable CloudPlugs Cloud Service or Software Product, then the severity level will be downgraded to the severity level that most appropriately reflects its current impact.

5.3 Upgrade of Service Request Levels

If, during the service request process, the issue warrants the assignment of a higher severity level than that currently assigned based on the current impact on the production operation of the applicable CloudPlugs Cloud Service or Software product, then the severity level will be upgraded to the severity level that most appropriately reflects its current impact.

5.4 Adherence to Severity Levels Definitions

You shall ensure that the assignment and adjustment of any severity level designation is accurate based on the current impact on the production operation of the applicable CloudPlugs Cloud Service or Software Product. You acknowledge that CloudPlugs is not responsible for any failure to meet performance standards caused by Your misuse or mis-assignment of severity level designations.

6. SPECIFIC SUPPORT TERMS.

For orders placed pursuant to a CloudPlugs master agreement, the following terms apply with respect to the technical support services you have ordered.

6.1 Warranties, Disclaimers, and Exclusive Remedies

CloudPlugs warrants that technical support services will be provided in a professional manner consistent with industry standards. You must notify CloudPlugs of any technical support services warranty deficiencies within 90 days from performance of the defective technical support services.

FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND CLOUDPLUGS’ ENTIRE LIABILITY, SHALL BE THE REPERFORMANCE OF THE DEFICIENT TECHNICAL SUPPORT SERVICES, OR IF CLOUDPLUGS CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT TECHNICAL SUPPORT SERVICES AND RECOVER THE FEES PAID TO CLOUDPLUGS FOR THE DEFICIENT TECHNICAL SUPPORT SERVICES.

TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.2 Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LCPSS OF PROFITS, REVENUE, DATA, OR DATA USE. CLOUDPLUGS’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE TECHNICAL SUPPORT FEES YOU PAID CLOUDPLUGS UNDER YOUR ORDER, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF TECHNICAL SUPPORT SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID CLOUDPLUGS FOR THE DEFICIENT TECHNICAL SUPPORT SERVICES GIVING RISE TO THE LIABILITY.

6.3 Nondisclosure

By virtue of your order, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under your order. Confidential information shall be limited to the terms and pricing under your order and all information clearly identified as confidential at the time of disclosure.

A party’s confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.

We each agree to hold each other’s confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure. Nothing shall prevent either party from disclosing the terms or pricing under your order in any legal proceeding arising from or in connection with your order or disclosing the confidential information to a federal or state governmental entity as required by law.